More than five percent of the US population over 65 has cognitive impairment. This proportion will quadruple by 2050. During the same time period, the US minority population will double. Thus, understanding how cognitive impairment develops in minority elders is an increasingly important public health issue. This proposal will examine cognitive decline, defined as cognitive function changes over time. We will not only examine racial disparities in cognitive decline, but also examine how these disparities influence downstream health outcomes (i.e. functional decline, nursing home placement, and death). The aims of this proposal are: 1) To determine if there is a disparity in cognitive decline between older adults of minority and White race, and if so, to identify factors that explain this disparity 2) To determine and compare the impact of cognitive decline on poor health outcomes (functional decline, nursing home placement, and death) for older adults of minority and White race;and 3) To determine whether intervening health events (i.e. hospitalizations) mediate the association between cognitive decline and poor health outcomes. This proposal will use state-of the- art longitudinal modeling strategies coupled with advanced psychometrics to investigate these associations. This research will be conducted in three race/ethnic groups: African American (AA), Latino (L) and White (W) older adults. We will test our hypotheses in the Health, Aging and Body Composition Study (Health ABC) (n=3075, 6 years of follow up, 42% AA) and the Assets in Health Dynamics in the Oldest Old Study (AHEAD) (n=6566, 10 years of follow up, 13% AA, 5% L). Identifying the underlying causes of racial disparities in cognitive decline and poor health outcomes is important, because it will be the first step towards eliminating these disparities. At the University of California, San Francisco (UCSF), Dr. Mehta has the support of a multidisciplinary team of mentors, who will guide her in linking her career development plan with her research aims. Her intense training plan includes didactic course work and structured tutorials on: 1) minority research 2) health outcomes research 3) the evaluation of cognitive decline, 4) state-of-the art statistical skills, and 5) general research skills. In sum, this five-year plan couples a focused set of hypotheses with an intense training plan built to launch a successful career as an independent investigator.